Common use of Purchase Price and Payment Clause in Contracts

Purchase Price and Payment. The purchase price (the “Purchase Price”) of the Purchased Shares shall be Three Million Eight Hundred Twelve Thousand Three Hundred Thirty Nine and 72/100 Dollars ($3,812,339.72), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. The Purchase Price shall be payable as follows: (i) at Closing, an amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty Two and 47/100 ($476,542.47) (the “Closing Payment”), and (ii) the remaining portion of the Purchase Price shall be payable in the form of a promissory note (the “Promissory Note”) from Buyer which provides for payments to Seller on terms substantially similar to the terms of the Buy-Sell Agreement if he sold the Purchased Shares to the Company as of the Closing Date. The Promissory Note shall be substantially in the same form as the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms in addition to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit “B” and by this referenced incorporated herein, (ii) no security shall be provided, (iii) the payments due Seller under the Note shall be subordinated to Buyer’s and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as described in the Term Sheet, and (iv) such other terms as are customary for promissory notes of this type. Buyer shall pay the Closing Payment at Closing by wire transfer based on wire instructions provided by Seller to Buyer prior to Closing.

Purchase Price and Payment. The purchase price In consideration of the sale by -------------------------- Stockholders to Buyer of the Company Shares and in reliance upon the representations and warranties of the Company and the Stockholders herein contained and made at the Closing and subject to the satisfaction of all of the conditions contained herein, Buyer agrees that, subject to certain adjustments set forth in this Agreement at the Closing it will pay to the Stockholders an aggregate amount of SIX MILLION ONE HUNDRED THIRTY THOUSAND TWO HUNDRED FORTY- ONE AND 62/100 DOLLARS ($6,130,241.62) (the “Purchase Price”"Total Consideration") of the Purchased Shares which shall be Three Million Eight Hundred Twelve Thousand Three Hundred Thirty Nine and 72/100 Dollars ($3,812,339.72), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. The Purchase Price shall be payable as follows: paid (i) at Closing, an amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty Two and 47/100 TWO MILLION THREE HUNDRED SIXTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($476,542.472,362,500) at the Closing (the “Closing "Initial Payment”), ") and (ii) by the remaining portion delivery of the Purchase Price shall be payable Buyer's subordinated promissory notes in the form an aggregate principal amount of a promissory note THREE MILLION SEVEN HUNDRED SIXTY-SEVEN THOUSAND SEVEN HUNDRED FORTY-ONE AND 62/100 DOLLARS (the “Promissory Note”$3,767,741.62) from Buyer plus interest thereon as provided therein, which provides for payments to Seller on terms substantially similar to the terms of the Buy-Sell Agreement if he sold the Purchased Shares to the Company as of the Closing Date. The Promissory Note notes shall be substantially in the same form as of Exhibit B, attached hereto (the attached Exhibit “A” "Subordinated --------- Promissory Notes"). Upon payment of the Initial Payment and by this reference incorporated herein all principal and interest payable under the Subordinated Promissory Notes, the aggregate consideration payable to the Stockholders shall provide for be SIX MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($6,750,000). At the following terms in addition to those indicated above: (i) time of the Closing, the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit “B” and by this referenced incorporated herein, (ii) no security shall be provided, (iii) the payments due Seller under the Note shall be subordinated to Buyer’s and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as described in the Term Sheet, and (iv) such other terms as are customary not have any indebtedness for promissory notes of this type. Buyer shall pay the Closing Payment at Closing by wire transfer based on wire instructions provided by Seller to Buyer prior to Closingborrowed money.

Purchase Price and Payment. The purchase price (to be paid by Buyers to Sellers for the “Purchase Price”) of the Purchased Shares Assets shall be Three Million Eight Hundred Twelve Seventeen Thousand Three One Hundred Thirty Nine and 72/100 Thirty-Two Dollars ($3,812,339.723,817,132), which equates subject to Twenty Eight adjustment following the Closing Date for changes in Net Working Capital with respect to the Meat Processing Business and 61/100 the Retail Store Business as described in Section 1.4 below (the "Purchase Price"). The Net Working Capital of Sellers with respect to the Retail Store Business and the Meat Processing Business as of March 23, 2003, is Four Million Seven Hundred Seventy One Thousand Two Hundred Fifty-Seven Dollars ($28.614,771,257) per share(the "March 23, 2003 Net Working Capital"). In order to establish a reasonable estimate of the Purchase Price at Closing, Sellers shall prepare and deliver to Buyers, not less than five (5) business days prior to the Closing Date, a detailed written statement (the "Preliminary Purchase Price Statement") of Sellers' reasonable good faith calculation of the Net Working Capital with respect to the Retail Store Business and the Meat Processing Business as of the Closing Date (the "Preliminary Net Working Capital"). If the Preliminary Net Working Capital is less than the March 23, 2003 Net Working Capital, the Purchase Price shall be reduced dollar for dollar by such difference and if the Preliminary Net Working Capital is greater than the March 23, 2003 Net Working Capital the Purchase Price shall be increased dollar for dollar by such difference. The Purchase Price shall be payable paid at Closing as follows: (ia) at Closing, an An amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty the Purchase Price (based on the Preliminary Purchase Price Statement) less the sum of Two and 47/100 Million Dollars ($476,542.472,000,000) shall be paid to Sellers by wire transfer of immediately available funds (the "Closing Payment"); and (b) The sum of Two Million Dollars ($2,000,000) (the “Closing "Escrow Payment”), and (ii") the remaining portion of the Purchase Price shall be payable in the form of a promissory note delivered to Xxxxx Fargo Bank (the “Promissory Note”"Escrow Agent") from Buyer which provides for payments to Seller be held in escrow on the terms substantially similar and subject to the terms of the Buy-Sell conditions set forth in an Escrow Agreement if he sold the Purchased Shares to the Company as of the Closing Date. The Promissory Note shall be substantially in the same form as the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms in addition to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit “B” and by this referenced incorporated herein, A (ii) no security shall be provided, (iii) the payments due Seller under the Note shall be subordinated to Buyer’s and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as described in the Term Sheet, and (iv) such other terms as are customary for promissory notes of this type"Escrow Agreement"). Buyer shall pay the Closing Payment at Closing by wire transfer based on wire instructions provided by Seller to Buyer prior to Closing.1.3

Purchase Price and Payment. The purchase price As payment for the Acquired Assets, (a) -------------------------- Buyer shall pay the “Purchase Price”) of the Purchased Shares shall be Three Million Eight Hundred Twelve Thousand Three Hundred Thirty Nine and 72/100 Dollars ($3,812,339.72), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. The Purchase Price shall be payable to Seller as follows: (i) at ClosingBuyer shall pay one-half of the Purchase Price to Seller on the earlier of (A) June 30, an amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty Two and 47/100 2003, or ($476,542.47B) (the “Closing Payment”)Date, and (ii) Buyer shall pay one-half of the remaining Purchase Price to Seller on the earlier of (A) the later of June 30, 2003, or as soon as the required consents and governmental approvals set forth in Section 5.1.1 are obtained, or (B) the Closing Date (such earlier date described in subsection (ii) being referred to herein as the "Payment Date"), and (b) Buyer shall assume the Assumed Obligations on the Closing Date. Payment of the Purchase Price to Seller shall be made by Buyer in the manner and on the dates set forth above in lawful currency of the United States of America in immediately available funds by wire transfer to the account of Seller, designated by Seller in writing, even if the Closing has not occurred by such dates, but with respect to the second one-half of the Purchase Price referenced in subsection (ii) above, in no event prior to obtaining the required consents and governmental approvals set forth in Section 5.1.1. Notwithstanding any other provision of this Agreement, if the Closing has not occurred and this Agreement is terminated by Buyer in accordance with Article VIII of this Agreement, or is terminated by Seller, other than a termination by Seller resulting from a material breach or violation by Buyer of this Agreement, Seller shall promptly (and in any event within three (3) business days of receipt of notice of such termination) return to Buyer each and every portion of the Purchase Price shall be payable in the form of a promissory note (the “Promissory Note”) from Buyer which provides for payments that has already been paid to Seller. If Seller on terms substantially similar fails to the terms so return each and every such portion of the Buy-Sell Agreement if he sold Purchase Price within such time period, Seller shall also pay to Buyer an amount equivalent to three times the Purchased Shares to the Company as interest on such unreturned portion of the Closing Date. The Promissory Note shall be substantially in Purchase Price accrued at the same form Prime Rate of interest, as announced from time to time by the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms in addition to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit “B” and by this referenced incorporated herein, (ii) no security shall be provided, (iii) the payments due Seller under the Note shall be subordinated to Buyer’s and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as described in the Term Sheet, and (iv) such other terms as are customary for promissory notes of this type. Buyer shall pay the Closing Payment at Closing by wire transfer based on wire instructions provided by Seller to Buyer prior to ClosingWall Street Journal.

Purchase Price and Payment. The purchase price for the Purchased Assets and the agreements of Seller and Shareholder contained herein (including the non-competition and non-solicitation agreement set forth in Section 13 hereof) (the “Purchase Price”) of the Purchased Shares shall be Three Million Eight Hundred Twelve Thousand Three Hundred Thirty Nine and 72/100 Dollars __________________________________________ DOLLARS ($3,812,339.72__________), which equates to Twenty Eight and 61/100 Dollars ($28.61) per shareas hereafter adjusted. The Purchase Price shall be payable as follows: (i) at Closing, an amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty Two and 47/100 ________________DOLLARS ($476,542.47_________) (the “Closing PaymentCash Purchase Price”), and (ii) the remaining portion of the Purchase Price shall be payable in the form of a promissory note (certified or cashier’s check, or by wire transfer, to or at the “Promissory Note”) from direction of Seller at Closing. At Closing, Buyer which provides for payments shall deliver to Seller on terms substantially similar to the terms of the Buy-Sell Agreement if he sold the Purchased Shares to the Company as of the Closing Date. The Buyer's Promissory Note shall be substantially in the same form as the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms amount of ______________ DOLLARS ($_________) in addition to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit A (“B” Note”) which provides for interest at the prime rate as published in The Wall Street Journal plus two percent (2%) per annum, to be amortized over the following thirty-six (36) months, with principal and by this referenced incorporated herein, interest to be paid in thirty-six (ii36) no security shall be provided, equal and consecutive installments commencing thirty (iii30) the payments due Seller under the days subsequent to Closing. The Note shall be subordinated secured by a pledge of all of the assets of Buyer pursuant to Buyerthe terms of a Junior Security Agreement ("Security Agreement") substantially the form attached hereto as Exhibit B. Buyer at closing shall assume and agree to discharge obligations and liabilities of Seller having an agreed aggregate stated value of ___________________DOLLARS ($________) reported as part of Seller’s working capital as of December 31, 20__. The parties shall mutually agree to allocate the Purchase Price among the Purchased Assets in accordance with Exhibit C attached hereto and to file Form 8594 with their 20__ Federal income tax returns reflecting the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as described in the Term Sheet, and (iv) such other terms as are customary for promissory notes of this type. Buyer shall pay the Closing Payment at Closing by wire transfer based information reported on wire instructions provided by Seller to Buyer prior to Closing.Exhibit C.

Purchase Price and Payment. The purchase price (the “Purchase Price”) of the Purchased Shares shall be Three Million Eight Hundred Twelve Thousand Three Hundred Thirty Nine and 72/100 Dollars ($3,812,339.72), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. 5.1 The Purchase Price shall be payable as follows: a deposit (i“the Deposit”) at Closingin the amount as reflected in paragraph 4 of the Schedule shall be payable to the Conveyancers within 14 (Fourteen) Business Days of the Signature Date, the Conveyancers being authorized, pending the arrival of the Transfer Date, to invest the Deposit in the name of the Purchaser in an amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty Two and 47/100 interest bearing account in accordance with the provisions of Section 78 ($476,542.472A) (of the “Closing Payment”)Attorneys Act No. 53 of 1979, as amended, and in respect of which the following further provisions shall apply: in the event of this Agreement being cancelled in consequence of the Purchaser’s breach the Deposit and interest accrued in respect thereof shall not be refundable to the Purchaser and shall be forfeited to the Seller as “rouwkoop” (iicomprising a genuine pre-estimate of liquidated damages) on the remaining portion date of such cancellation; the Purchaser shall not be entitled to set off any of the interest accrued with respect to the Deposit against the balance of the Purchase Price (or in respect of any of the interest and/or costs payable by the Purchaser as referred to in terms of this Agreement); the Deposit shall be invested with a registered commercial bank with no less than an “A” credit rating; on the Transfer Date the Deposit, together with accrued interest, shall be redeemed and the Deposit paid to the Seller and the interest so accrued shall be payable in the form of a promissory note (the “Promissory Note”) from Buyer which provides for payments to Seller on terms substantially similar to the terms Purchaser; in circumstances where the interest accrues for the benefit of the Buy-Sell Agreement if he sold Purchaser, the Purchased Shares to the Company as of the Closing Date. The Promissory Note Purchaser shall be substantially responsible for any taxation attracted in the same form as the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms in addition to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit “B” and by this referenced incorporated herein, (ii) no security shall be provided, (iii) the payments due Seller under the Note shall be subordinated to Buyer’s and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as described in the Term Sheet, and (iv) such other terms as are customary for promissory notes of this type. Buyer shall pay the Closing Payment at Closing by wire transfer based on wire instructions provided by Seller to Buyer prior to Closingthereof.

Purchase Price and Payment. (a) The purchase price for the Purchased Assets, subject to adjustment under the terms of this Agreement (the “Purchase Price”) of the Purchased Shares "PURCHASE PRICE"), shall be Three Eight Million Eight Hundred Twelve Thousand Three Hundred Thirty Nine and 72/100 Dollars ($3,812,339.728,000,000.00) (the "TENTATIVE PURCHASE PRICE")and shall be increased by the Adjustment Amount, as defined in Section 2.2, if the Adjustment Amount is a positive number, or shall be reduced by the Adjustment Amount, if the Adjustment Amount is a negative number. At the Closing, the Tentative Purchase Price, after applying the credits and adjustments provided for in this Agreement (the "ADJUSTED TENTATIVE PURCHASE PRICE"), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. The Purchase Price shall be payable as follows: (ia) at ClosingBuyer shall pay to Seller, an amount equal to Four Hundred Seventy by wire transfer in immediately available United States funds, the sum of Six Thousand Five Hundred Forty Two and 47/100 Million Dollars ($476,542.476,000,000.00) (the “Closing Payment”"CLOSING CASH AMOUNT"), ; and (iib) the remaining portion of the Purchase Price Buyer shall be payable issue to Seller, Buyer's Secured Non-Negotiable Promissory Note, in the form of, and containing the terms set forth in, EXHIBIT 2.1(B)(1) to this Agreement for the balance of a promissory note the Adjusted Tentative Purchase Price (the “Promissory Note”) from Buyer which provides for payments to Seller on terms substantially similar to the terms of the Buy-Sell Agreement if he sold the Purchased Shares to the Company as of the Closing Date"PROMISSORY NOTE"). The Promissory Note shall be substantially in the same form as the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms in addition secured pursuant to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially Security Agreement in the form attached hereto as Exhibit “B” of, and by this referenced incorporated hereincontaining the terms set forth in, EXHIBIT 2.1(B)(2) (ii) no security the "SECURITY AGREEMENT"). Seller shall be provided, (iii) subordinate its lien and the payments due Seller under the Promissory Note shall be subordinated to Buyer’s 's other secured financings and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company third-party borrowings and shall execute and deliver such subordination agreements as described in the Term Sheet, and (iv) such other terms as are customary for promissory notes of this type. Buyer shall pay may be requested at the Closing Payment at Closing or thereafter by wire transfer based on wire instructions provided by Seller to Buyer prior to ClosingBuyer's other unaffiliated lenders.

Purchase Price and Payment. The purchase price of the Property (the “"Purchase Price”") of the Purchased Shares shall be Three Eight Million Eight Five Hundred Twelve Thousand Three Hundred Thirty Nine and 72/100 Dollars ($3,812,339.728,500,000.00), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. The Purchase Price shall be payable paid for at closing by cash. Within three (3) business days of full execution of this Agreement, Buyer and Seller shall deliver a copy of this fully executed Agreement to and open an escrow with Chicago Title Company (the "Title Company"), 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000, Attention: Xxxxxx Xxxxxx, Phone (000) 000-0000; Email Xxxxxx.xxxxxx@xxx.xxx. Within three (3) business days after receiving the wire transfer instructions for the escrow, Buyer shall deposit cash (the "Xxxxxxx Money”) into the escrow in the amount of One Hundred Thousand Dollars ($100,000.00). The Xxxxxxx Money shall be nonrefundable on the date Buyer waives (or is deemed to have waived) the Due Diligence Contingencies (as follows: defined below), subject to the issuance of the owner’s title policy described in Section 6.1 below and except that the Xxxxxxx Money will be refunded if Buyer terminates this Agreement due to a default by the Seller, and within three (i3) at business days of such date, Buyer shall increase the amount of the nonrefundable Xxxxxxx Money on deposit with the Title Company by One Hundred Thousand Dollars ($100,000.00) for a total amount of Two Hundred Thousand Dollars ($200,000.00). The Xxxxxxx Money shall be deposited into a federally-insured interest-bearing account by the Title Company. At Closing, an amount equal the Xxxxxxx Money, together with all interest accrued thereon, shall be credited against the Purchase Price. If the Closing does not occur due to Four Hundred Seventy Six Thousand Five Hundred Forty Two a termination of this Agreement by Buyer based on a Seller default or failure of a condition to closing, then the Xxxxxxx Money (less the Independent Consideration described below) shall be returned to Buyer together with any interest accrued thereon. Seller and 47/100 (Buyer hereby acknowledge that $476,542.47) 100.00 of the Xxxxxxx Money is independent consideration for this Agreement (the “Closing Payment”"Independent Consideration"), and (ii) . The parties have bargained for such amount as consideration for Buyer's exclusive option to purchase the remaining portion of the Purchase Price shall be payable in the form of a promissory note (the “Promissory Note”) from Buyer which provides for payments to Seller on terms substantially similar Property pursuant to the terms of the Buy-Sell this Agreement if he sold the Purchased Shares to the Company as and for Seller's execution of the Closing Date. The Promissory Note shall be substantially in the same form as the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms Agreement, in addition to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit “B” and by this referenced incorporated herein, (ii) no security shall be provided, (iii) the payments due Seller under the Note shall be subordinated to Buyer’s and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as other consideration described in the Term Sheetthis Agreement. The Independent Consideration is not refundable and, and (iv) such other terms as are customary for promissory notes upon Closing or upon any termination of this typeAgreement, the Title Company must disburse the Independent Consideration to Seller. Buyer shall pay If the Closing Payment at Closing by wire transfer based on wire instructions provided by Seller Title Company returns the Xxxxxxx Money to Buyer prior in accordance with this Agreement for any reason, the Title Company must deliver the Independent Consideration to ClosingSeller notwithstanding any other provision of this Agreement.

Purchase Price and Payment. The Buyer, in consideration of the covenants and agreements of Seller, hereby agrees to pay to Seller as and for the purchase price for the Assets (the “Purchase Price”) exclusive of the Purchased Shares shall be Three Million Eight Hundred Twelve Thousand Three Hundred Thirty Nine price of inventory and 72/100 Dollars cash-on-hand as provided in Article IV hereof) the sum of ONE MILLION THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($3,812,339.72), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. The Purchase Price shall be payable as follows: (i) at Closing, an amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty Two and 47/100 ($476,542.471,350,000) (the “Closing Payment”), "Purchase Price"): (a) The sum of $70,000 shall be due and payable in cash or certified funds on the Date of Closing. (iib) the remaining portion The balance of the Purchase Price (to wit: $1,280,000) shall be payable in the form of a promissory note (the “Promissory "Note”") from Buyer which provides for payments to Seller on terms substantially similar to the terms of the Buy-Sell Agreement if he sold the Purchased Shares to the Company be executed and delivered as of the Date of Closing Datein substantially the form of Exhibit C attached hereto. The Promissory Payment and performance of Note shall be substantially in the same form as the attached Exhibit “A” and secured by this reference incorporated herein and shall provide for the following terms in addition documents to those indicated abovebe executed as of the Date of Closing: @Style #7@ (i) Security Agreement (the Company shall "Security Agreement") to be a guarantor executed by the Buyer in substantially the form of Exhibit D attached hereto. @Style #7@ (ii) Assignment of Contracts, Licenses, Permits, Agreements, Warranties and shall provide a guaranty substantially Approvals (the "Assignment of Contracts") to be executed by the Buyer in the form of Exhibit E attached hereto as Exhibit “B” and by this referenced incorporated herein, (ii) no security shall be provided, hereto. (iii) Stock Pledge Agreement (the payments due Seller under the Note shall "Stock Pledge Agreement") to be subordinated to Buyer’s executed by Xxxxxx X. Xxxxxxxxx, and the Company’s obligations to their lender incurred with respect to Buyer’s stock purchase from the Company as described other stockholders of Buyer in the Term Sheet, and form of Exhibit F attached hereto. @Style #7@ (iv) such other terms as are customary for promissory notes Limited Guaranty (the "Limited Guaranty") be executed by Xxxxxx X. Xxxxxxxxx in the form of this type. Buyer shall pay the Closing Payment at Closing by wire transfer based on wire instructions provided by Seller to Buyer prior to ClosingExhibit G attached hereto.

Purchase Price and Payment. The Subject to adjustment as set forth in -------------------------- Section 1.6 below and subject to the refund by operation of Sections 5.12 and/or 5.13, the aggregate purchase price (to be paid by Buyer to the “Purchase Price”) of Seller for the Purchased Shares shall Assets will be Three Eleven Million Eight Nine Hundred Twelve Seventy Five Thousand Three One Hundred Thirty Nine and 72/100 Dollars Sixty Two dollars ($3,812,339.72), which equates to Twenty Eight and 61/100 Dollars ($28.61) per share. The Purchase Price shall be payable as follows: (i) at Closing, an amount equal to Four Hundred Seventy Six Thousand Five Hundred Forty Two and 47/100 ($476,542.4711,975,162) (the “Closing Payment”)"Aggregate Maximum Consideration") less any ------------------------------- and all payment obligations of the Seller (including all principal and interest payments) arising under, relating to or otherwise in connection with any and all institutional, shareholder, and/or officer loans, credit lines, long term mortgage or bank debt, accrued interest, income taxes, deferred taxes payable or receivable, and notes payable generated by the Business (iicollectively, the "General Debts") (the remaining portion Aggregate Maximum Consideration, less any payment ------------- obligations of the Purchase Price shall be payable in the form of a promissory note (the “Promissory Note”) from Buyer which provides for payments to Seller on terms substantially similar to the terms of the Buy-Sell Agreement if he sold the Purchased Shares to the Company as of the Closing Date. The Promissory Note shall be substantially in the same form as the attached Exhibit “A” and by this reference incorporated herein and shall provide for the following terms in addition to those indicated above: (i) the Company shall be a guarantor and shall provide a guaranty substantially in the form attached hereto as Exhibit “B” and by this referenced incorporated herein, (ii) no security shall be provided, (iii) the payments due Seller under the Note General Debts shall be subordinated hereinafter referred to Buyer’s as the "Purchase Price"). Notwithstanding the foregoing, the Aggregate -------------- Maximum Consideration to be paid to the Seller at the Closing shall not be reduced by the General Debts, if there is deposited into Escrow prior to the Closing a document reasonably satisfactory to Buyer and Xxxxx's counsel signed by the Company’s obligations Seller, representing and warranting to their lender incurred with respect to Buyer’s stock purchase from Buyer that all of the Company as described in General Debts have been paid (the Term Sheet, and (iv) such other terms as are customary for promissory notes of this type"General Debt Payment Warranty"). Buyer shall pay to ----------------------------- the Closing Payment at Closing Seller the Purchase Price (excluding the Escrow Amount as defined in Section 1.8), by cashier's check or wire transfer based on wire instructions provided of immediately available funds to an account of the Seller at banks specified by the Seller to Buyer prior to at the Closing.